Compensation and Governance Committee
The Compensation and Governance Committee focuses on ensuring that human resources strategies support Matrikon's objectives and sustain shareholder value, and on measuring Board performance with respect to governance standards.
The Compensation and Governance Committee is responsible for reviewing compensation levels of senior management, for succession planning for the Chief Executive Officer and for providing advice to the Board concerning the general oversight of compensation and governance matters.
The committee also acts as the Nominating Committee and assists the Board in identifying individuals qualified to become Board members and recommending director nominees.
The Committee has a written charter that describes the Committee's objectives and how it operates.
Compensation and Governance Committee Highlights
The Compensation and Governance committee is comprised of three independent directors:
During fiscal 2006, the Compensation and Governance Committee met six times (three in person meetings and three teleconferences).
In 2006, the Matrikon Board appointed a Lead Director to maintain independence when the former president and CEO became Chairman of the Board.
We also discontinued our stock option program for directors and employees and introduced a restricted share unit (RSU) program in its place. The RSU program enables key contributors to share in Matrikon’s growth and success and ensures that they are aligned with shareholder interests.
In fulfilling its mandate and responsibilities, the Compensation and Governance Committee focuses on three areas:
The committee is responsible for reviewing and approving the compensation of all senior officers of Matrikon. The committee regularly discusses personnel and human resources matters, including recruitment and development, management succession and benefit plans.
The Compensation and Governance Committee:
Conducts an annual review of Matrikon's officers’ salaries, the general salary
structure and employee benefits plans, including restricted share units, and the
employee stock purchase plan.
Reviews incentive bonus arrangements for senior officers.
Ensures compliance with compensation disclosure requirements and approves
the report on executive compensation for the Management Information
Circular.
Reviews the adequacy of director compensation and ensures that it realistically
reflects the responsibilities and risk involved in being an effective director.
Reviews senior officer performance and succession plans with the Board
annually.
The Committee is responsible for reviewing and making recommendations to the Board with respect to developments in the area of corporate governance and the practices of the Board, including:
Ensuring the annual adoption of a corporate strategy and a strategic planning
process
Ensuring the adoption of corporate objectives through the strategic planning
process
Ensuring that Matrikon's disclosure policy facilitates effective communication
and satisfies continuous disclosure requirements
In fiscal year 2006, we reviewed our disclosure policy. As a result of this
evaluation, our disclosure policy was modified based on best practices. A
disclosure committee was also established to bring increased rigor to our review
of public documents and disclosure issues.
Ensuring that each Board Committee annually reviews its scope and
responsibilities
Ensuring that appropriate orientation and education programs are provided to
new directors
Undertaking an annual assessment of the effectiveness of the Board, the Board
Chairman, and the committees of the Board and reporting the findings to the
Board. The assessment process examines the effectiveness of the Board as a
whole and specifically reviews areas that the Board believe could be improved
to ensure the continued effectiveness of the Board in the execution of its
responsibilities. A questionnaire addressing Board responsibility, operations,
communications and effectiveness is completed by each director. The Chairman
of the Board compiles the results of the surveys and interviews each director to
discuss individual concerns. A separate evaluation of the Board Chairman is
conducted by the chair of the Compensation and Governance committee and
includes individual interviews with each director.
Reviewing and making recommendations to the Board on significant corporate
governance issues relating to functional and operational matters, including
monitoring the development and maintenance of Matrikon's approach to
governance issues, considering new guidelines, and reviewing the description of
Matrikon's corporate governance procedures in the annual report and
Information Circular
Monitoring and reviewing Matrikon’s Health, Safety and Environment (HSE)
policies to ensure they are being effectively implemented
Click here for a description of Matrikon's corporate governance practices.
The Committee considers the composition of the Board annually and prepares recommendations for director nominees. In this process, the views and recommendations of the Board Chairman, the Chief Executive Officer, and all directors are sought and considered.
Please note: Information
contained in the Investor section of Matrikon's web site was accurate at the
time of posting, but may have been superseded by subsequent disclosures.
|